Michael Baker Corp. Securities Litigation

The Settlement resolves a lawsuit concerning allegations that certain investors purchased or otherwise acquired MBC common stock at artificially inflated prices as a result of the Defendants' allegedly materially false and misleading statements. Lead Plaintiffs believe that the Settlement provides a substantial benefit now, namely $4,500,000 in cash, less the various deductions described in this Notice, as compared to the risk that all or some of the claims in the Action could have been dismissed in response to MBC's and the Individual Defendants' motion to dismiss the Consolidated Class Action Complaint, or that a similar, smaller, or no recovery would be achieved after Defendants' anticipated motion for summary judgment, a complex trial, and/or appeals, possibly years in the future, in which MBC and the Individual Defendants would have the opportunity to assert substantial defenses to the claims asserted against them. Among other things, the Lead Plaintiffs and the Defendants disagree about (i) whether the Lead Plaintiffs or the Class have suffered damages, (ii) whether the price of MBC common stock was artificially inflated during the Class Period, and (iii) whether Lead Plaintiffs or the Class were harmed by the conduct alleged in the Consolidated Class Action Complaint. Moreover, in light of the amount of the Settlement and the immediacy of recovery to the Class, Lead Plaintiffs believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.

MBC and the Individual Defendants deny the claims asserted against them in the Action and deny that they have engaged in any wrongdoing, violation of law, or breach of duty, and the Settlement may not be construed as an admission of wrongdoing by MBC or any of the Individual Defendants.

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